Proxy Material. (a) If approval of the Company Stockholders is required by Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, as soon as practicable following the Acceptance Time, the Company and Parent shall jointly prepare, and the Company shall file with the SEC, a proxy statement, letter to stockholders, notice of meeting and form of proxy accompanying the proxy statement that will be provided to the Company Stockholders in connection with the solicitation of proxies for use at the Company Stockholder Meeting, and any schedules required to be filed with the SEC in connection therewith (collectively, as amended or supplemented, the “Company Proxy Statement”). The Company and Parent, as the case may be, shall furnish all information concerning the Company or Parent as the other party hereto may reasonably request in connection with the preparation and filing with the SEC of the Company Proxy Statement. Subject to all applicable requirements under applicable Laws, the Company shall use commercially reasonable efforts to cause the Company Proxy Statement to be disseminated to the Company Stockholders as promptly as practicable following the filing thereof with the SEC. Each party hereto shall cause the Company Proxy Statement to, when filed with the SEC, comply as to form in all material respects with the applicable requirements of the Exchange Act. At the time the Company Proxy Statement or any amendment or supplement thereto is first mailed to the Company Stockholders and at the time of the Company Stockholder Meeting, the parties hereto will cause the Company Proxy Statement not to contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that notwithstanding the foregoing, no representation or warranty is made or covenant is agreed to by any party hereto with respect to information supplied by any other party hereto or any of their officers, directors, representatives, agents or employees in writing specifically for inclusion or incorporation by reference in the Company Proxy Statement. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Company Proxy Statement shall be made by the Company without providing Parent and Merger Sub a reasonable opportunity to review and comment thereon. The Company shall a...
Proxy Material. (a) As promptly as is reasonably practicable after the date hereof, the Company shall prepare and file, or cause to be prepared and filed, with the SEC the proxy statement (together with the letters to stockholders, notices of meeting and forms of proxies to be distributed to stockholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith collectively, the “Proxy Statement”) which shall (i) except to the extent provided in Section 5.4(d), include the recommendation of the Board of Directors that the Company’s stockholders adopt this Agreement and the transactions contemplated hereunder and (ii) comply in all material respects with the provisions of the Exchange Act. Each of the Company and Parent shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Proxy Statement, and the Company shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders promptly following the date on which the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement; provided that the Company shall provide written notice to Parent at least two (2) business days prior to the mailing of the Proxy Statement pursuant hereto. Each party shall promptly notify the other party upon the receipt by it or any of its Subsidiaries of any comments from the SEC or its staff, or any request from the SEC or its staff for amendments or supplements to the Proxy Statement, and shall provide the other party with copies of all correspondence between it or its Subsidiaries, on the one hand, and the SEC and its staff, on the other hand, relating to the Proxy Statement.
Proxy Material. (a) The Company and Newco shall together, or pursuant to an allocation of responsibility to be agreed upon between them:
Proxy Material. None of the information supplied or to be supplied by the Company or any of its affiliates or representatives for inclusion, or included or incorporated by reference, in (i) the Definitive Proxy Material or (ii) any other documents to be filed with the SEC or any other regulatory agency in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Definitive Proxy Material or any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting or at the time of mailing of the Definitive Proxy Material to stockholders of the Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Company Stockholders Meeting. The Definitive Proxy Material and any amendment thereof or supplement thereto will comply as to form in all material respects with the provisions of the Exchange Act.
Proxy Material. In connection with the Stockholders’ Meeting, the Company will promptly prepare and file with the SEC a proxy statement (as it may be amended or supplemented from time to time, the “Proxy Statement”) related to the consideration of the Proposals at the Stockholders’ Meeting, prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as otherwise required by law, mail to its stockholders within the timeframe required by rules and regulations of the SEC the Proxy Statement and all other customary proxy or other materials for meetings such as the Stockholders’ Meeting and otherwise use commercially reasonable efforts to comply with all requirements of law applicable to any Stockholders’ Meeting. The Proxy Statement shall include the recommendation of the Board that stockholders vote in favor of the adoption of all of the Proposals at the Stockholders’ Meeting.
Proxy Material. The Company shall prepare and, subject to the prior consent of Transworld, file with the SEC preliminary proxy material relating to the transactions contemplated by this Agreement (the "Preliminary Proxy Material") as soon as reasonably practicable. The Company shall use its best efforts to respond to the comments of the SEC, provide a copy of all amended Preliminary Proxy Material to Transworld, file such amended Preliminary Proxy Material with the SEC with Transworld's prior consent, and cause the Definitive Proxy Material to be mailed to the stockholders of the Company. Each of the Company, Newco, and Transworld shall notify the other parties promptly of the receipt of any comments of the SEC and of any request by the SEC for amendments or supplements to the Preliminary Proxy Material or the Definitive Proxy Material, or for additional information. Each of the Company, Newco, and Transworld shall supply the other parties with copies of all correspondence with the SEC with respect to any of the foregoing filings. If at any time prior to the Company Stockholders Meeting, any event should occur relating to the Company or any of its officers, directors, or affiliates which should be described in an amendment or supplement to the Definitive Proxy Material, the Company shall promptly inform Transworld. If at any time prior to the Company Stockholders Meeting, any event should occur relating to Transworld or any of its officers, directors, or affiliates which should be described in an amendment or supplement to the Definitive Proxy Material, Transworld shall inform the Company. Whenever any event occurs which should be described in an amendment or supplement to the Definitive Proxy Material, the Company, Newco, and Transworld shall, upon learning of such event, cooperate with each other to promptly file and clear with the SEC and, if applicable, mail such amendment or supplement to the stockholders of the Company.
Proxy Material. Each of Ameris and Ameris Holdings will assist CCS in the preparation of the proxy materials. All information relating to Ameris and Ameris Holdings provided by Ameris and Ameris Holdings to CCS for inclusion in its proxy materials will, at the date mailed to CCS's shareholders, not contain any statement which, at the time and in the light of the circumstances under which it is made, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not false or misleading.
Proxy Material. (i) In connection with the Company Shareholders Meeting, the Company will (A) as promptly as reasonably practicable after the date of this Agreement prepare and file with the SEC a proxy statement (as it may be amended or supplemented from time to time, the “Proxy Statement”) related to the consideration of the Proposals at the Company Shareholders Meeting, (B) respond as promptly as reasonably practicable to any comments received from the SEC with respect to such filings and provide copies of such comments to Sterling promptly upon receipt and provide copies of proposed responses to Sterling a reasonable time prior to filing to allow Sterling the opportunity to provide meaningful comment, (C) as promptly as reasonably practicable prepare and file any amendments or supplements necessary to be filed in response to any SEC comments or as otherwise required by applicable Law, (D) mail to its shareholders as promptly as reasonably practicable the Proxy Statement and all other customary proxy or other materials for meetings such as the Company Shareholders Meeting, (E) to the extent required by applicable Law, as promptly as reasonably practicable prepare, file and distribute to the Company’s shareholders any supplement or amendment to the Proxy Statement if any event shall occur which requires such action at any time prior to the Company Shareholders Meeting, and (F) otherwise comply with all requirements of Law applicable to any Company Shareholders Meeting. The Buyers shall cooperate with the Company in connection with the preparation of the Proxy Statement and any amendments or supplements thereto, including promptly furnishing the Company, upon request, with any and all information as may be required to be set forth in the Proxy Statement under applicable law. The Company will provide Sterling a reasonable opportunity to review and comment upon the Proxy Statement, or any amendments or supplements thereto, and shall give reasonable consideration to any such comments proposed, prior to mailing the Proxy Statement to the Company’s shareholders. The Proxy Statement shall include the Company Board Recommendation.
Proxy Material. The Company shall, as promptly as reasonably practicable (and in any event within ten Business Days) after the date hereof, prepare and file with the SEC in preliminary form, and shall thereafter use its reasonable best efforts to have cleared by the SEC, the Company Proxy Statement that will be provided to the Company’s stockholders in connection with the solicitation of proxies for use at the meeting of the Company’s stockholders called to vote upon the adoption of this Agreement and the approval of Merger (the “Company Stockholder Meeting”).
Proxy Material. None of the information supplied or to be supplied by Transworld or any of its affiliates or representatives for inclusion in (i) the proxy statement to be mailed to holders of Company Common Stock in connection with the special meeting of stockholders of the Company (the "Company ------- Stockholders Meeting") (such proxy statement, together with the letter to -------------------- stockholders, notice of meeting, and form of proxy being hereinafter collectively referred to as the "Definitive Proxy Material") or any ------------------------- amendment or supplement thereto, or (ii) any other documents to be filed with the Securities and Exchange Commission (the "SEC") or any other --- regulatory agency in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and, in the case of the Definitive Proxy Material or any amendment thereof or supplement thereto, at the time of the Company Stockholders Meeting or at the time of mailing of the Definitive Proxy Material to stockholders of the Company, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Company Stockholders Meeting.
